Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that:
(i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware.
(ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement.
(iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties this Agreement.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
(A) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (B) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (C) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties.
(vi) Each of Atlantic, its parent and its parent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under 1940 Act).
(vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policie...
Representations and Warranties of Atlantic. In order to induce the Agent to enter into this Agreement, ATLANTIC hereby represents and warrants to and agrees with the Agent as follows:
Representations and Warranties of Atlantic. As an inducement to Ameris to enter into this Agreement and to consummate the transactions contemplated hereby, Atlantic represents and warrants as follows:
Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing and in good standing under the laws of Delaware.
(ii) It is empowered under Law applicable to Atlantic and by the documents pursuant to which it was formed as a legal entity in its jurisdiction to enter into this Agreement and perform its duties under this Agreement.
(iii) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement.
(iv) It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.
(v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
Representations and Warranties of Atlantic. Atlantic represents and warrants to HPFS that the statements contained in this Article IV are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).
Representations and Warranties of Atlantic. Subject to the exceptions set forth in the disclosure schedule (the "Atlantic Schedule") delivered to and acknowledged by each of Channel and NCI concurrently herewith, Atlantic hereby represents and warrants to Channel and NCI as follows:
Representations and Warranties of Atlantic. Atlantic represents and warrants to the PTML that:
(a) Atlantic is duly incorporated, validly existing, and is in good standing with respect to all filings required under the laws of its jurisdiction of incorporation;
(b) Atlantic has good and sufficient right and authority to enter into and perform its obligations under this Agreement; and
(c) The execution and delivery of this Agreement by Atlantic and the performance by Atlantic of its obligations under of this Agreement is not, and will not with the passage of time become, a breach of any agreement to which Atlantic is a party or to which Atlantic is subject or any applicable law, statute, order, rule or regulation or any judgement, injunction or other order or award of any judicial, administrative, governmental or other authority or arbitrator by which Atlantic is bound.
Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing and is in good standing under the laws of the State of Delaware.
(ii) It is duly qualified to carry on its business in the State of Maine
(iii) It is empowered under applicable laws and by its Limited Liability Company Agreement to enter into this Agreement and perform its duties under this Agreement.
(iv) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement.
(v) It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.
(vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
Representations and Warranties of Atlantic. PACIFIC, LLC
Representations and Warranties of Atlantic. 8 SECTION 3.1
